2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 82 - Registered Limited Liability Partnerships
8201 - Scope.

                                CHAPTER 82
                REGISTERED LIMITED LIABILITY PARTNERSHIPS

     Subchapter
        A.  Domestic Registered Limited Liability Partnerships
        B.  Foreign Registered Limited Liability Partnerships
        C.  Annual Registration

        Enactment.  Chapter 82 was added December 7, 1994, P.L.703,
     No.106, effective in 60 days.
        Cross References.  Chapter 82 is referred to in section 8517
     of this title; section 501 of Title 54 (Names).

                               SUBCHAPTER A
                           DOMESTIC REGISTERED
                      LIMITED LIABILITY PARTNERSHIPS

     Sec.
     8201.  Scope.
     8202.  Definitions.
     8203.  Name.
     8204.  Limitation on liability of partners.
     8205.  Liability of withdrawing partner.
     8206.  Insurance (Repealed).
     8207.  Extraterritorial application of subchapter.
     § 8201.  Scope.
        (a)  Application of subchapter.--This subchapter applies to a
     general or limited partnership formed under the laws of this
     Commonwealth that registers under this section. Any partnership
     that desires to register under this subchapter or to amend or
     terminate its registration shall file in the Department of State
     a statement of registration, amendment or termination, as the
     case may be, which shall be signed by a general partner and
     shall set forth:
            (1)  The name of the partnership.
            (2)  Either:
                (i)  the address of the principal place of business
            of the partnership, in the case of a general partnership;
            or
                (ii)  subject to section 109 (relating to name of
            commercial registered office provider in lieu of
            registered address), the address, including street and
            number, if any, of the registered office of the
            partnership, in the case of a limited partnership.
            (3)  A statement that the partnership registers under
        this subchapter or that the registration of the partnership
        under this subchapter shall be amended or terminated, as the
        case may be. If the statement relates to an amendment, the
        amendment shall restate in full the statement of
        registration.
            (4)  A statement that the registration, amendment or
        termination has been authorized by at least a majority in
        interest of the partners.
        (b)  Effect of filing.--Upon the filing of the statement of
     registration, amendment or termination in the department, the
     registration under this subchapter shall be effective, amended
     or terminated, as the case may be. The effectiveness, amendment
     or termination of the registration of a partnership under this
     subchapter shall not be deemed to cause a dissolution of the
     partnership.
        (c)  Effect of registration.--As long as the registration
     under this subchapter is in effect, the partnership shall be
     governed by the provisions of this subchapter and, to the extent
     not inconsistent with this subchapter, Chapter 83 (relating to
     general partnerships) and, if a limited partnership, in
     addition, Chapter 85 (relating to limited partnerships). Without
     limiting the generality of the foregoing, a domestic or foreign
     registered limited liability partnership shall be treated the
     same as if it were not registered under this subchapter for
     purposes of:
            (1)  determining whether it is a permissible form of
        entity in which to conduct the practice of a profession; or
            (2)  the imposition by the Commonwealth or any political
        subdivision of any tax or license fee on or with respect to
        any income, property, privilege, transaction, subject or
        occupation.
        (d)  Continuation of registration.--If a registered limited
     liability partnership is dissolved and its business is continued
     without liquidation of the partnership affairs, the registration
     under this subchapter of the dissolved partnership shall
     continue to be applicable to the partnership continuing the
     business, and it shall not be necessary to make a new filing
     under this section until such time, if any, as the registration
     is to be amended or terminated.
        (e)  Prohibited termination.--A registration under this
     subchapter may not be terminated while the partnership is a
     bankrupt as that term is defined in section 8903 (relating to
     definitions and index of definitions). See section 8221(f)
     (relating to annual registration).
        (f)  Alternative procedure.--In lieu of filing a statement of
     registration as provided in subsection (a), a limited
     partnership may register as a registered limited liability
     partnership by including in its certificate of limited
     partnership, either originally or by amendment, the statements
     required by subsection (a)(3) and (4). To terminate its
     registration, a limited partnership that uses the procedure
     authorized by this subsection shall amend its certificate of
     limited partnership to delete the statements required by this
     subsection.
        (g)  Constructive notice.--Filing under this section shall
     constitute constructive notice that the partnership is a
     registered limited liability partnership and that the partners
     are entitled to the protections from liability provided by this
     subchapter.
        (h)  Cross references.--See sections 134 (relating to
     docketing statement) and 135 (relating to requirements to be met
     by filed documents).
     (June 22, 2001, P.L.418, No.34, eff. 60 days)

        2001 Amendment.  Act 34 relettered former subsec. (e) to
     subsec. (h) and added subsecs. (e), (f) and (g).
        Cross References.  Section 8201 is referred to in sections
     8202, 8221 of this title.